December
6, 2016


 


Chris
Wolfe


5045
Ashberry Road


Carlsbad,
CA 92008


 


Dear
Chris:


 


On
behalf of I.D. Systems, I am pleased to confirm our offer for full-time employment as Chief Executive Officer. Your start date
in this new role will be December 7, 2016.


 


You
will receive a semi-monthly salary of $12,083.34, which is equivalent to $290,000 on an annualized basis. In addition to your
base salary, you will be eligible for the executive bonus plan. The annual bonus potential will be $290,000 and will be based
on the achievement of predetermined company objectives. The detailed plan will be provided to you within 30 days of your start
date in your new role. You will also receive 50,000 shares of restricted stock and 100,000 stock options. 25% of the restricted
shares and stock options shall become vested, and the restrictions applicable to the restricted shares shall lapse, each year
from the date of the grant (date of appointment as CEO), provided that you are an employee of the Company on such anniversary
date. The terms of Long Term Incentive awards are outlined in the Company’s 2015 Equity Compensation Plan. In order to assist
with your upcoming relocation expenses, the Company will pay you a lump sum of $23,000. This will be in lieu of the Relocation
Agreement that we currently have in place.


 


Due
to your expanded role, in the event your employment is terminated without cause during the first 24 months, I.D. Systems agrees
to extend your current severance agreement from a lump sum severance payment equivalent to 6 months of salary to a lump sum severance
payment equivalent to 9 months of salary.


 


During
your employment with the Company you will be entitled to all of the Company’s current customary employee benefits, subject
to plan eligibility requirements. A highlight of our benefits includes:


 


	 	1.	Health
    Insurance: Commencing on the first day of employment, you will be eligible to enroll in the Company’s Health Plan. Commencing
    on the first of the month after your start date, you will be eligible to enroll in the Company’s dental plan. 
	 	 	 
	 	2.	Vision
    Insurance: Commencing on the first day of your employment, you will be eligible to enroll in the Company’s Vision Care
    Plan.
	 	 	 
	 	3.	Section
    125 Flexible Spending: Commencing on the first of the month following your start date, you will be eligible to enroll in the
    Company’s Flexible Spending Plan.
	 	 	 
	 	4.	Company
    Savings Plan: Within the first month of your employment, you will be automatically enrolled in the Company’s 401(k)
    plan with the ability to cease participation or change your contribution at any time. The Company does not currently match
    contributions to the plan.


 




    	 



    	 		 



    

 


	 	5.	Vacation/Paid
    time-off: Over the course of a full year, you may accrue 15 vacation days, 3 floating holidays, 3 personal days, and 4 sick
    days.
	 	 	 
	 	6.	Voluntary
    short-term disability, long-term disability, and voluntary life insurance.


 


Your
employment is contingent upon receipt of proof of eligibility to work in the United States. This offer is additionally contingent
upon successful completion of our reference checking processes and background investigation (which may include: criminal, consumer
credit, driving and check of educational credentials), and your execution and delivery of the Company’s Confidentiality
and Non-Competition Agreement.


 


Congratulations,
Chris! Please sign and date one copy of this letter and return it to me along with a signed and dated copy of your Employee General
Covenants Agreement.


 





	Sincerely,	 
	 	 
	/s/
    Lindsay Estelle	 
	Lindsay
    Estelle	 
	Director, Human Resources	 




 


	/s/
    Chris Wolfe	 	12/06/2016
	Chris
    Wolfe	 	Date